Born in 1757, Lady Georgina Spencer (Keira Knightley) was the great-great-great-great aunt of Diana, Princess of Wales, and every bit as controversial a figure. The day before her 17th birthday, she married William Cavendish, the fifth Duke of Devonshire (Ralph Fiennes), and as the Duchess of Devonshire, she evolved into one of the most extravagant, influential women of the 18th century. Like Diana, she was a beautiful but naive country girl who married into a high-profile family, only to find herself both venerated and vilified by the press and public. A creature of infectious passion, she inspired action and debate in spheres as diverse as fashion and politics. Gradually, however, her spirit began buckling under the weight of drug addiction, gambling debts and the emotionally draining ménage à trois that resulted from her loveless marriage. “It’s really a beautiful story about loss,” says director of photography Gyula Pados, HSC. “At its core is this woman who is isolated by society and becomes a very lonely person.”Early in Pados’ career, before he earned credits that include the features Fateless (AC Jan. ’06) and Evening (AC July ’07), he worked on two films as a camera assistant to Vilmos Zsigmond, ASC. “He gave me my first light meter as a present, and he taught me a lot,” Pados recalls. “It was fantastic to watch how sensitive to the story Vilmos always is. He’s a great technician, of course, but what I really learned from him was how important it is to be close to the director, to watch his every move and get a sense of how he wants to tell the story.”On The Duchess, Pados collaborated with British director Saul Dibb, whose background is in documentaries. Dibb wanted to tell the story in the most realistic way possible, an approach that appealed to the cinematographer. “One of my problems with period films is that the costumes and historical details can create a kind of distance between the audience and the film,” says Pados. “What’s really different in this script is that Georgina’s story is so personal and intimate. I had seen Saul’s first film, Bullet Boy [2004], which is a frighteningly realistic movie, and I thought it was fantastic. When I started talking to him about The Duchess, I realized what mattered to him most was the reality of the two main characters and their relationship.”To lay the groundwork for his close collaboration with Dibb, Pados spent as much time as possible with the director during prep. “Being a cinematographer is a bit like being a chameleon,” he muses. “You always have to adapt to your environment and become like your director by getting in his head and feeling what he wants, which is why spending time with him is important. “For The Duchess, I had about six weeks with Saul before filming began, but I would have liked even more time, especially because it was a big and complicated production,” Pados continues. “We storyboarded a lot of things; we knew we wouldn’t necessarily be pinned down by our drawings and that there would be a lot of improvisation, but that approach allowed us to discover the really important moments. Sometimes we would just figure out one key shot for a scene, a bit of movement that would capture exactly what Saul wanted to express.”The film was shot almost entirely on location at a number of historic homes across England. This decision was made primarily for financial reasons, but it perfectly suited Dibb, who is accustomed to location filming and a great believer in its benefits. “I wanted to shoot on location, and there’s no way we could have afforded not to,” says the director. “We’re lucky in England because all of these extraordinary houses still exist; I believe shooting in these real locations helped everybody connect with that time and that world. I think it helped the actors to be able to walk into a real house and realize how fabulously wealthy and powerful these aristocrats were.”Shooting at well over a dozen different period properties was not without its difficulties, however. Aside from the logistical complexities of traveling between locations on a tight schedule, many of the structures are maintained and protected by the National Trust, which imposes strict limitations on the activities of film crews in order to prevent any damage to the heritage sites. Pados jokes, “They have an interesting rule: you can’t touch anything!” More specifically, the Trust prohibits any equipment from coming into contact with interior walls or ceilings, which makes the rigging of lights a particular challenge. “We were also very careful with the lux levels,” notes gaffer John Colley. “They were often concerned with the levels of light hitting delicate artwork and tapestries, so we had to cover a number of them with 12-by-12 textiles on frames. In addition, we took simple precautions like putting tennis balls on all the C-stands to preserve floors and being diligent when carrying equipment in and out. This isn’t the only film that had ever, or will ever, shoot in these places, but we wanted to make it easy for ourselves and also for those who came after us.”Filming took place over the course of an English winter, so daylight hours were extremely short; shooting hours were made shorter still by the lengthy delays involved in getting actors into the elaborate costumes and makeup of the era. “If we did more than one scene a day, we’d lose two hours in the morning and then another two in the afternoon to costume changes because Keira is in almost every scene,” explains Dibb. “That leaves you a tiny amount of time on camera, and yet I believe in actors having a degree of ownership of their parts, so there will be certain scenes that I don’t want to be pre-staged; I want to be able to see the actors in the situation and then find the scene. That [approach] makes it even more difficult, because you’ve got to rehearse and commit to the staging before you can shoot.”With time so tight, Pados could take only as much time to adjust the lights between setups as it took to move the camera to each new position. For daytime interiors, the solution was to make use of the sizeable windows typical of the buildings in which they were shooting; lighting came in from outside, keeping the walls and ceilings free of fixtures and the floors free of clutter. Dibb wanted the lighting to feel natural and was accustomed to shooting with available light, but the rooms were often extremely large and lined with dark wood paneling, so exposure readings varied wildly inside. “You might have a reading of T11 by the window and T2 in the corner,” says Pados. “I had to get more light in there so Saul could have the freedom to say, ‘Okay, let’s shoot in this corner and then over there,’ in the same way he had on his previous projects.”Daylight coming through the location windows was therefore augmented with diffused 12K Arrisun Pars and 18Ks, usually on 10'x10' scaffold towers. During the first few weeks of filming, these towers had to be erected and dismantled for different scenes at various locations with tremendous speed. “Vince Madden was the rigging gaffer, and he did a fantastic job,” says Colley. “His guys worked harder than I’ve seen anybody work before.”At Holkham Hall in Norfolk, a total of 18 scaffold towers were erected at the same time to light a labyrinth of connecting rooms, allowing Dibb to move freely between them. “It was really important for Saul to have that freedom,” asserts Pados. “At Holkham Hall, he wanted to show how Keira’s character is really lost in this huge place by filming her walking through all these unbelievable rooms in a Steadicam shot that was almost 200 meters long.” Once the towers were up, they stayed up, so rooms and scenes could be revisited at a moment’s notice. “It was the only way to make the schedule work,” says Colley, “and the only way I could look the rigging crew in the eye!”